DAILY TAX FREE INCOME FUND INC
485B24E, 1995-12-21
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       As filed with the Securities and Exchange Commission on December 21,1995
                                                       Registration No. 2-78513

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 2O549
                                    FORM N-1A

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933      [X]

                               Pre-Effective Amendment No.                  [ ]

                             Post-Effective Amendment No.  22               [X]

                                     and/or

        REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 194O     [X]

                               Amendment No.  19                            [X]


                        (Check appropriate box or boxes)

                        DAILY TAX FREE INCOME FUND, INC.
               (Exact Name of Registrant as Specified in Charter)

                     c/o Reich & Tang Asset Management L.P.
                              600 Fifth Avenue
                           New York, New York  10020
               (Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code:  (212) 830-5200

                               BERNADETTE N. FINN
                     c/o Reich & Tang Asset Management L.P.
                                600 Fifth Avenue
                             New York, New York  10020
                     (Name and Address of Agent for Service)

                    Copy to:MICHAEL R. ROSELLA, Esq.
                            Battle Fowler LLP
                            75 East 55th Street
                            New York, New York 1OO20


It is proposed that this filing will become effective (check appropriate box):

                [X] immediately  upon filing  pursuant to paragraph  (b)
                [ ] on (date)  pursuant  to  paragraph  (b)
                [ ] 6O  days  after  filing pursuant to  paragraph  (a)
                [ ] on (date)  pursuant to paragraph (a) of Rule 485
                [ ] 75 days after  filing  pursuant to paragraph (a) (2)
                [ ] on (date) pursuant to paragraph (a) (2) of Rule 485

<PAGE>

        CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933


                                  Proposed       Proposed
                                  Maximum        Maximum
Securities      Amount            Offering       Aggregate          Amount of
Being           Being             Price per      Offering           Registration
Registered      Registered        Unit           Price              Fee


COMMON
STOCK

$.001 par       1,060,979,417.81    $1.00*        1,060,979,417.81    $100.00**
  value



*     Estimated  solely  for  the  purposes  of  determining  the amount of the
      registration fee.


**    Calculated  pursuant to Rule 24e-2(a) under the Investment  Company Act of
      1940.  3,264,220,288.48  shares were redeemed during the fiscal year ended
      October 31, 1995; 1,060,689,417.81 of which are being used for "reduction"
      in this  amendment,  and none of which were  previously so used in filings
      pursuant  to Rule  24e-2(a) or  24f-2(c)  during the  current  fiscal year
      ending October 31, 1996.

Exhibit: Opinion of Battle Fowler LLP

<PAGE>

                                    SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933 and the
Investment  Company Act of 1940, the  Registrant  certifies that it meets all of
the  requirements  for  effectiveness  of  this  Amendment  to its  Registration
Statement  pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to its  Registration  Statement to be signed on its behalf
by the  undersigned,  thereunto  duly  authorized,  in the City of New York, and
State of New York, on the 18th day of December, 1995.

                                               DAILY TAX FREE INCOME FUND, INC.


                                               By:    /s/ Steven Duff
                                                        Steven Duff
                                                         President


         Pursuant  to the  requirements  of the  Secruities  Act of  1933,  this
Amendment to its  Registration  Statement has been signed below by the following
persons in the capacities and on the dates indicated.


         SIGNATURE                          CAPACITY                       DATE

(1)      Principal Executive
         Officer


      /s/ Steven Duff
         Steven Duff                        President                  12/18/95


(2)      Principal Financial and
         Accounting Officer

      /s/ Richard De Sanctis
         Richard De Sanctis
         Richard De Sanctis                 Treasurer                  12/18/95


(3)      Majority of Directors

         W. Giles Mellon            (Director)
         Robert Straniere           (Director)
         Yung Wong                  (Director)



By: /s/ Bernadette N. Finn
      Bernadette N. Finn
     *Attorney-in-Fact                                                 12/18/95

*      Powers  of  attorney  filed  as  "Other  Exhibit"  with  Post-Effective
       Amendment No. 20  to the Registration   Statement on Form N-1A [Reg. No.
       2-78513] filed on December 28, 1994 and incorporated herein by reference.

<TABLE> <S> <C>

<ARTICLE>           6
<LEGEND>            The  schedule   contains   summary   financial   information
                    extracted  from  the  financial  statements  and  supporting
                    schedules  as of the end of the most  current  period and is
                    qualified in its  entirety by  reference  to such  financial
                    statements.
</LEGEND>
<CIK>               704480
<NAME>              Daily Tax Free Income Fund Inc.
<SERIES>
<NUMBER>            1
<NAME>              Daily Tax Free Income Fund Inc.
       
<S>                               <C>    
<FISCAL-YEAR-END>             OCT-31-1995
<PERIOD-START>                NOV-01-1994
<PERIOD-END>                  OCT-31-1995
<PERIOD-TYPE>                 YEAR
<INVESTMENTS-AT-COST>         622345495
<INVESTMENTS-AT-VALUE>        622345495
<RECEIVABLES>                 21134566
<ASSETS-OTHER>                0
<OTHER-ITEMS-ASSETS>          0
<TOTAL-ASSETS>                643480061
<PAYABLE-FOR-SECURITIES>      0
<SENIOR-LONG-TERM-DEBT>       0
<OTHER-ITEMS-LIABILITIES>     0
<TOTAL-LIABILITIES>           17838155
<SENIOR-EQUITY>               0
<PAID-IN-CAPITAL-COMMON>      625715019
<SHARES-COMMON-STOCK>         625715019
<SHARES-COMMON-PRIOR>         599891357
<ACCUMULATED-NII-CURRENT>     0
<OVERDISTRIBUTION-NII>        0
<ACCUMULATED-NET-GAINS>       (73113)
<OVERDISTRIBUTION-GAINS>      0
<ACCUM-APPREC-OR-DEPREC>      0
<NET-ASSETS>                  625641906
<DIVIDEND-INCOME>             0
<INTEREST-INCOME>             27967870
<OTHER-INCOME>                0
<EXPENSES-NET>                537381
<NET-INVESTMENT-INCOME>       22594489
<REALIZED-GAINS-CURRENT>      165639
<APPREC-INCREASE-CURRENT>     0
<NET-CHANGE-FROM-OPS>         22760128
<EQUALIZATION>                0
<DISTRIBUTIONS-OF-INCOME>     22594489
<DISTRIBUTIONS-OF-GAINS>      0
<DISTRIBUTIONS-OTHER>         0
<NUMBER-OF-SHARES-SOLD>       3187423957
<NUMBER-OF-SHARES-REDEEMED>   3264220288
<SHARES-REINVESTED>           19160409
<NET-CHANGE-IN-ASSETS>        (57470283)
<ACCUMULATED-NII-PRIOR>       0
<ACCUMULATED-GAINS-PRIOR>     (238752)
<OVERDISTRIB-NII-PRIOR>       0
<OVERDIST-NET-GAINS-PRIOR>    0
<GROSS-ADVISORY-FEES>         2124937
<INTEREST-EXPENSE>            0
<GROSS-EXPENSE>               5373381
<AVERAGE-NET-ASSETS>          653826632
<PER-SHARE-NAV-BEGIN>         1.00
<PER-SHARE-NII>               .071
<PER-SHARE-GAIN-APPREC>       0
<PER-SHARE-DIVIDEND>          .071
<PER-SHARE-DISTRIBUTIONS>     0
<RETURNS-OF-CAPITAL>          0
<PER-SHARE-NAV-END>           1.00
<EXPENSE-RATIO>               .88
<AVG-DEBT-OUTSTANDING>        0
<AVG-DEBT-PER-SHARE>          0
        

</TABLE>



                               BATTLE FOWLER LLP
                              75 East 55th Street
                            New York, New York 10022


                                                  December 18, 1995


Daily Tax Free Income Fund, Inc.
600 Fifth Avenue
New York, New York 10020

Gentlemen:

     We have  acted  as  counsel  to Daily  Tax Free  Income  Fund,  a  Maryland
Corporation  (the "Fund"),  in  connection  with the  preparation  and filing of
Registration  Statement  No.  2-78513 on Form N-1A pursuant to Rule 24e-2 of the
Securities  Act  of  1933   registering  the  issuance  of  (the   "Registration
Statement")  1,060,979,417.81 shares of beneficial interest, par value $.001 per
share, of the Fund.

     We have  examined  copies of the  Amended  Articles  of  Incorporation  and
By-Laws  of the Fund,  the  Registration  Statement,  and such  other  corporate
records,  proceedings  and  documents,  including  the  consent  of the Board of
Directors  and the minutes of the meeting of the Board of Directors of the Fund,
as we have  deemed  necessary  for the  purpose  of this  opinion.  We have also
examined such other  documents,  papers,  statutes and  authorities as we deemed
necessary  to  form a  basis  for  the  opinion  hereinafter  expressed.  In our
examination of such material,  we have assumed the genuineness of all signatures
and the  conformity to original  documents of all copies  submitted to us. As to
various  questions  of fact  material  to such  opinion,  we  have  relied  upon
statements  and  certificates  of officers and  representatives  of the Fund and
others.

     Based upon the foregoing,  we are of the opinion that the  1,060,979,417.81
shares of common stock  interest,  par value $.001 per share, of the Fund, to be
issued  in  accordance  with the  terms  of the  offering,  as set  forth in the
Prospectus  and  Statement  of  Additional  Information  included as part of the
Registration  Statement and in accordance with applicable state securities laws,
when so issued and paid for,  will  constitute  validly  authorized  and legally
issued shares of beneficial interest, fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration  Statement and to the reference to us in the Registration Statement
under the heading  "Federal Income Taxes" in the Prospectus and in the Statement
of Additional  Information,  and under the heading "Counsel and Auditors" in the
Statement of Additional Information.


                                                  Very truly yours,


                                                  BATTLE FOWLER LLP




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